Terms and Conditions

Effective Date: January 20, 2026 Last Updated: January 20, 2026

Welcome to ANDERCARLS S.A.S!

1. PREAMBLE AND ACCEPTANCE

These Terms and Conditions ("Terms", "Agreement") constitute a legally binding agreement between ANDERCARLS S.A.S. ("The Company", "We", "Us", "Our"), a simplified joint-stock company incorporated under the laws of Ecuador, with its principal office at C. Rumipamba Grande N°017, Ibarra, Imbabura, and any individual or legal entity ("Client", "User", "You") who accesses our website (www.andercarls.com) or engages our software development services.

BY ACCESSING THIS WEBSITE OR HIRING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE USE OF OUR SERVICES.

2. NATURE OF SERVICES

ANDERCARLS S.A.S. specializes in "Precision Engineering" for software, including but not limited to:

• Cross-platform Mobile Application Development.

• Custom Software Solutions.

• Technology Consulting and Systems Architecture.

2.1 Scope of Work: The specific scope of any project will be defined in a separate Proposal or Statement of Work (SOW). Any feature, page, or functionality not explicitly listed in the SOW is considered "Out of Scope" and will require a separate Change Order and additional billing.

3. INTELLECTUAL PROPERTY RIGHTS (IP)

3.1 Company Background Technology: ANDERCARLS S.A.S. retains all rights, title, and interest in its pre-existing code, libraries, frameworks, methodologies, and tools used to create the deliverables ("Background IP").

3.2 Client Ownership Condition: Upon the full and final payment of all fees associated with a project, the Company grants the Client a perpetual, non-exclusive, worldwide license to use the developed software for its intended business purpose.

• WARNING: Until full payment is received, ANDERCARLS S.A.S. retains 100% legal ownership of all code, designs, and assets. We reserve the right to revoke access, disable software, or withhold source code if invoices remain unpaid.

3.3 Website Content: All content on www.andercarls.com (logos, text, graphics) is the exclusive property of ANDERCARLS S.A.S. You may not reproduce or redistribute our proprietary materials without written consent.

4. PAYMENT TERMS AND INVOICING

4.1 Payment Schedule: Unless otherwise agreed in writing, a non-refundable deposit (typically 50%) is required to commence work. The remaining balance is due upon project completion or milestones. 4.2 Late Payments: Invoices not paid within the agreed timeframe may incur a late fee of 5% per month. 4.3 Suspension of Service: We reserve the right to suspend development or take down live services if payment is more than 15 days overdue.

5. CLIENT OBLIGATIONS

To ensure project success ("Precision Engineering"), the Client agrees to:

• Provide all necessary assets (logos, text, credentials) in a timely manner.

• Review and approve deliverables within 5 business days. Failure to review will be deemed as automatic approval.

• Warrant that all materials provided to us do not violate any third-party copyright or trademark laws.

6. WARRANTY DISCLAIMER ("AS IS")

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

6.1 No Bug-Free Guarantee: While we adhere to high standards of engineering, software is inherently complex. We do not warrant that the software will be completely error-free, uninterrupted, or invulnerable to all cyber threats. 6.2 Third-Party Dependencies: We are not responsible for the failure, downtime, or policy changes of third-party services (e.g., AWS, Google Cloud, Apple App Store, Google Play Store, Stripe) that may affect the functionality of your software.

7. LIMITATION OF LIABILITY (CRITICAL PROTECTION)

IN NO EVENT SHALL ANDERCARLS S.A.S., ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL.

7.1 Liability Cap: Our total cumulative liability to you for any claims arising out of or relating to these Terms or the Services shall NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU to the Company for the specific project giving rise to the claim.

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless ANDERCARLS S.A.S. and its affiliates from any claims, liabilities, damages, and expenses (including legal fees) arising from:

• Your use or misuse of the Software.

• Your violation of these Terms.

• Any content you provide that infringes on the intellectual property or privacy rights of a third party.

9. NON-SOLICITATION

During the term of any project and for 12 months thereafter, the Client agrees not to hire, solicit, or contract directly with any employee or contractor of ANDERCARLS S.A.S. without our written consent.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 Jurisdiction: These Terms shall be governed by the laws of the Republic of Ecuador. 10.2 Venue: Any legal suit, action, or proceeding arising out of these Terms shall be instituted exclusively in the courts of the city of Ibarra, Imbabura. You waive any and all objections to the exercise of jurisdiction over you by such courts.

11. COOKIES AND DATA COLLECTION

By using our website, you agree to the use of cookies to enhance user experience and analyze traffic. For more details on how we handle data, please refer to our Privacy Policy.

12. CONTACT INFORMATION

For legal inquiries regarding these Terms, please contact us at:

• Email: legal@andercarls.com

• Address: C. Rumipamba Grande N°017, Ibarra 100114, Imbabura, Ecuador